Business Company registration in British Virgin Islands

The company’s name must not be very similar to existing names on the registrar and it must not contain words suggesting any connection to local, state or national governments. It must end with a word or abbreviation signifying a corporate body or limited liability, for example such words are “Limited”, “Ltd.”, “Corporation”, “Corp.”, “Incorporated”, “Société Anonyme”, “Sociedad Anonima” and “S.A.”. The name of the Business Company must not contain any words suggesting activity for which license is required such as Bank, Insurance, Assurance, Re-Insurance, Trust, Trustee, Savings, Royal, Asset Management, Fund Management, Investment Fund, Building Society, Municipal, Chartered.

A BVI Business Company is required to have a registered office address in the Marshall Islands which must be provided by an authorized registered agent there.

One director is the minimum required, there is no requirement for them to be locals and there is no requirement regarding the place and frequency of board meeting.

Corporate entities can be appointed as directors. The director and shareholder can be the same person. The director’s details are registered on the public record, but it cannot be accessed by the public. Access to the record is provided only with a court order or an order in writing from a competent BVI authority is presented.

The appointment of a secretary is not mandatory.

One shareholder is the minimum required, there is no requirement for them to be locals and corporate entities can be appointed as shareholders. There is no requirement regarding the place and frequency of shareholders meetings.

The director and shareholder can be the same person. The shareholders details are not registered on the public record and cannot be accessed by the public, those details are only held by the registered agent of the Business Company.

The beneficial owner’s details are not registered on the public record and cannot be accessed by the public.

The owners of a Business Company are free to determine any amount as the authorised capital at incorporation and it can be denominated in any currency, though the US Dollar is mostly preferred and the amount of USD 50,000 is suggested. The authorised capital is the maximum amount of capital that the company is authorised, by its constitutional documents, to draw from its shareholders to issue in exchange shares.

Only registered shares are admissible, either with par value or no-par value, and the minimum number of shares that must be issued is one. Also, preference shares, redeemable shares and shares with or without voting rights are allowed, except of bearer shares which are forbidden.

No requirement is imposed on minimum paid up capital at incorporation; this means that the owners of a Business Company are not required to set a deadline as to when such capital must be paid up by the shareholders.

A BVI Business Company can be incorporated within 2-3 working days.

Ready-made but unused Business Companies are available in the British Virgin Islands, in case you are in need of a quicker incorporation process.

According to amendments made to the BVI Business Companies Act in 2018, if the BC is carrying out certain types of business, it must meet economic substance requirements and conduct the relevant activities from within the BVI. Economic substance requirements provide that the BC Company must employ a sufficient number of adequately qualified persons located in the BVI, rent office or other premises and make expenditures consistent with the company’s business within the territory.

All BC Companies are obliged to submit reports regarding their activities annually, so that the International Tax Authority can determine if the BC Company activities economic substance fulfils the requirements. The types of business requiring economic substance are given below:

Banking, Insurance, Finance and Leasing, Distribution and Service Centre (purchasing assets from other entities belonging in same group or providing services to entities in the same group), Shipping, Intellectual Property, Headquarters Business and Holding companies.

Substance requirements vary depending on the type of business, holding companies are subject to low-level requirements compared to high-risk IP business (companies which purchase IP from other entities belonging in the same group, leasing it back to the group and receiving revenues for this) are subject to high-level requirements.

All BVI BC Companies must maintain accounting records and the relevant documentation, about their assets and liabilities to reflect accurately their financial situation for five years. There is no requirement regarding the place where the accounting records are kept. Also, the BC Company is not required to file its accounting records, nor is required that those accounts are audited. Additionally, there is no obligation to file annual returns.

There is an exemption in the jurisdiction of BVI from any tax on income or stamp duty connected to the BC Company business or assets, except for real estate related transactions located in the BVI where stamp duty applies. In addition, BVI imposes no tax on dividends, interests, capital gains, royalties, and investment returns. Also, no tax is imposed on dividend, interest and royalties paid to non-residents.